CALGARY, ALBERTA--(Marketwire - Oct. 19, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Pine Cliff Energy Ltd. ("Pine Cliff") (TSX VENTURE:PNE) and Geomark Exploration Ltd. ("Geomark") (TSX VENTURE:GME) are pleased to report the closing of their previously announced plan of arrangement (the "Arrangement") whereby Pine Cliff and Geomark combined their operations. The successful completion of the Arrangement provides the companies with a strong balance sheet and access to capital on a consolidated basis as they pursues their business plan.
Pursuant to the Arrangement, Pine Cliff acquired all of the issued and outstanding common shares of Geomark ("Geomark Shares") on the basis of 1.5 common shares of Pine Cliff ("Pine Cliff Shares") for each Geomark Share, resulting in the issuance of 81,767,641 Pine Cliff Shares. Geomark is now a wholly-owned subsidiary of Pine Cliff.
At a special meeting of the shareholders of Geomark ("Geomark Shareholders") held on October 18, 2012, the Arrangement was approved by 90.5% of the votes cast by the Geomark Shareholders and by 87.7% of the Geomark Shareholders after excluding the votes required to be excluded pursuant to Multilateral Instrument 61-101 - Projection of Minority Security Holders in Special Transactions.
At a special meeting of the shareholders of Pine Cliff ("Pine Cliff Shareholders") held on October 18, 2012, the issuance of the Pine Cliff Shares was approved by 99.9% of the votes cast by the Pine Cliff Shareholders and by 99.9% of the Pine Cliff Shareholders after excluding the votes of certain directors and officers of Pine Cliff who are also directors and officers of Geomark, as well as votes in respect of Pine Cliff Shares held by Geomark.
The Court of Queen's Bench of Alberta issued the final order approving the Arrangement on October 18, 2012 and the Arrangement became effective today, upon the filing of the articles of arrangement with respect thereto.
The Geomark Shares will be delisted shortly from the TSX Venture Exchange and have been halted from trading effective immediately.
For further details regarding the Arrangement please refer to the joint information circular of Pine Cliff and Geomark dated September 19, 2012, and the amended and restated arrangement agreement between Pine Cliff and Geomark dated October 15, 2012, copies of which are available under the corporate profiles of each of Pine Cliff and Geomark on the System for Electronic Document Analysis and Retrieval at www.sedar.com.
For Further Information:
This news release contains certain statements or disclosures relating to Pine Cliff and Geomark that are based on the expectations of Pine Cliff and Geomark as well as assumptions made by and information currently available to Pine Cliff and Geomark which may constitute forward-looking information under applicable securities laws. All such statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that Pine Cliff and Geomark anticipate or expect may, or will occur in the future (in whole or in part), including the timing of the delisting of the Geomark Shares and the companies' access to capital and strong balance sheet pro forma the Arrangement should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as "forecast", "future", "may", "will", "expect", "anticipate", "believe", "potential", "enable", "plan", "continue", "contemplate", "intend", or other comparable terminology. Readers are cautioned that there is no assurance that the matters referenced herein will proceed as set forth herein or at all. Many factors could cause the performance or achievement by Pine Cliff and Geomark to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. These factors include whether any of the anticipated benefits of the Arrangement will be realized, potential difficulties that may be encountered in integrating the businesses of Pine Cliff and Geomark, and the availability and impact of future strategic transactions, among others. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in this news release are expressly qualified by this cautionary statement. Neither Pine Cliff nor Geomark are under any duty to update any of the forward-looking statements after the date of this news release or to conform such statements to actual results or to changes in Pine Cliff's or Geomark's expectations and each of Pine Cliff and Geomark disclaim any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
- Investment & Company Information
Philip B. Hodge
President and CEO
Pine Cliff Energy Ltd.
George F. Fink